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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
---|---|---|---|---|---|
Napster Group Plc | LSE:NAPS | London | Ordinary Share | GB00BN326503 | ORD GBP7.50 |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 200.00 | 230.00 | 250.00 | 0.00 | 01:00:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
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0 | 0 | N/A | 0 |
TIDMEVRH
RNS Number : 3276Z
EVR Holdings PLC
14 March 2017
For immediate release 14 March 2017
EVR Holdings plc
('EVR' or the 'Company')
AUDITED FINAL RESULTS FOR THE YEARED 31 DECEMBER 2016
EVR Holdings plc (AIM: EVRH), a leading creator of music virtual reality ('VR') content, announces its results for the year ended 31 December 2016.
Operational Highlights
-- Beta version of the MelodyVR app launched on 22 December 2016;
-- MelodyVR's multi-year exclusive partnership agreements with venues and promoters have increased by over 550% and now cover 64 worldwide events and music festivals;
-- MelodyVR partnered with Warner Music Group and entered a VR content creation and distribution agreement in December 2016;
-- A warrant was granted to Warner Music Group giving it a potential equity interest in EVR;
-- Marketing, licensing and development teams have been strengthened with the addition of significant hires;
-- MelodyVR partnered with Telefonica to deploy a 'lite' version of the MelodyVR in over 600 O2 stores in Germany.
Anthony Matchett, Chief Executive Officer of EVR said:
"As we prepare for the forthcoming worldwide launch of our VR music platform, the virtual reality industry continues to grow at an exponential rate. Following a recently announced partnership with Warner Music Group, I believe that MelodyVR is increasingly well placed to dominate the VR content ecosystem given the limited offering of entertainment content that is currently available to consumers. As the VR market develops, fuelled predominantly by promotional campaigns from Samsung, HTC and Google, as well as the recent release of PlayStation VR, we expect the demand and appetite for high-quality VR content to increase from both consumers and hardware manufacturers alike. With the world's leading technology companies, such as Facebook, Samsung, Google and Sony all battling for market share, we expect that promotional activities involving low-cost, or free of charge VR devices and featuring exclusive content, will become more commonplace. With VR hardware sales rapidly increasing and user adoption continuing to accelerate, we look forward to the worldwide launch of our VR music platform and substantial content library."
-Ends-
For more information please contact
EVR Holdings plc Sean Nicolson, Chairman Tel: +44 (0) 20 7466 5000 Anthony Matchett, Chief Executive Officer www.evrholdings.com SPARK Advisory Partners Limited (Nominated Adviser) Tel: +44 (0) 203 368 3550 Neil Baldwin / Sean Wyndham-Quin www.sparkadvisorypartners.com Peterhouse Corporate Finance Limited (Broker) Tel: +44 (0) 20 7469 0930 Eran Zucker / Lucy Williams www.pcorpfin.com
Media enquiries:
Buchanan Ben Romney / Jamie Hooper Tel: +44 (0) Stephanie Watson / Catriona 20 7466 5000 Flint EVR@buchanan.uk.com www.buchanan.uk.com
About EVR Holdings plc
EVR Holdings plc ('EVR') is a company that is quoted on the AIM market of the London Stock Exchange (EVRH.L). EVR, a creator of virtual reality content, joined AIM on 16 May 2016 following a reverse takeover of Armstrong Ventures plc. MelodyVR Ltd is a wholly owned subsidiary of EVR.
Further information can be viewed at www.evrholdings.com
Chairman's Statement
Introduction
I am pleased to present my report as Chairman of EVR Holdings plc ("the Company") for the year ended 31 December 2016.
Financial Review
In 2015 the Company changed the scope of its investing policy to focusing on opportunities in the media, technology and healthcare sectors. On 16 May 2016 the Company acquired MelodyVR Ltd, ("Melody") and its subsidiary company Immersive Construction ltd (hereinafter referred to as the "Group") for a total consideration of GBP5.12 million. This transaction has been accounted for in the financial statements below as a reverse acquisition in accordance with IFRS 3, hence the consolidated results contained herein treat Melody as the acquiring company and the historical comparatives are the comparatives of Melody, as opposed to those of the Company.
On 20 September 2016, the Company announced the oversubscribed placing of 200,000,005 new ordinary shares of 1p each to new and existing investors, at an issue price of 1.7p per share. This generated GBP3.4 million (before expenses) with the shares being issued on 11 October 2016.
As at 31 December 2016 the operating losses before one off or non-cash items were GBP1,640,175 (2015: GBP179,145), this adds back non cash and non-recurring items GBP990,747 (2015: GBP7,413). Operating losses of the Group were GBP2,630,922 (2015 operating losses: GBP186,558), it is anticipated that the Group will begin generating revenue once the MelodyVR application is launched.
Cash and cash equivalents as at 31 December 2016 were GBP3,369,693 (2015: GBP13,115).
Business Review
I am pleased to report that EVR's executive team has delivered upon a number of strategic goals as outlined in the Company's Admission Document dated 27 April 2016.
In the nine months following readmission to AIM, the Group has successfully released a beta version of its VR music platform, secured a global content creation and distribution agreement with one of the world's largest record labels, increased its number of exclusive partnerships with venues and promoters by over 550% and has significantly strengthened its marketing, licensing and development teams in London.
Over the next 12 months, the Group will continue to follow an aggressive expansion strategy, focusing heavily on content creation and product development as well as areas of interest such as content analytics, augmented reality and interactive advertising. In addition, it will also seek to strengthen its Board by the appointment of new directors who bring additional commercial, corporate and strategic experience.
Feedback from beta testing of Melody's application which commenced in December 2016 has proven to be extremely positive and has provided numerous insights into consumer behaviour, leading to several refinements to the platform's user experience.
The executive team intends to leverage further insights as even more users are invited to participate in the beta programme ahead of our wider commercial launch, which will occur at a time that is strategically aligned with the long term goals of the Company and our partners. Our team continues to work closely with hardware manufacturers such as Facebook's Oculus and Sony PlayStation, refining both launch strategy and marketing plans.
Future Developments
In order to further increase worldwide production capabilities and in-line with our 2017 growth strategy, the Group intends to open a series of satellite offices throughout Europe, North America and Asia. The offices, opening initially in Los Angeles and New York, will enable the Group to better serve its partners, such as record labels, hardware manufacturers and artists. Following a series of key hires in areas such as marketing, licensing and engineering, Melody now intends to grow its global presence, attracting world-class talent from both the music and technology industries, at both management and director level.
As the VR market matures, Melody will launch its free-of-charge app across the leading VR hardware and devices. The Board believes that the Melody platform, featuring exclusive content and performances from world-renowned artists and musicians will cater to the growing consumer demand for VR entertainment content and in turn, generate significant revenues for the Company post-launch. To date, Melody has created thousands of interactive VR experiences with over 500 international recording artists. Over the coming months, Melody will pursue its goal of launching what the Board believes will be the leading destination for virtual reality music experiences and the world's next major music platform.
Sean Nicolson
Chairman
PRIMARY FINANCIAL STATEMENTS
Consolidated Statement of Comprehensive Income
For the year ended 31 December 2016
2016 2015 GBP GBP Continuing operations: Administrative expenses (2,630,922) (186,558) ------------------ ------------------ OPERATING LOSS (2,630,922) (186,558) Operating loss before non-recurring and non-cash items (1,640,175) (179,145) ------------------ ------------------ Depreciation (53,631) (7,413) Readmission costs (492,139) - Share based payments (444,977) - ------------------ ------------------ OPERATING LOSS (2,630,922) (186,558) ------------------------------------------- -------------------- -------------------- Finance income 2,212 - Finance costs (7,847) - ------------------ ------------------ LOSS FOR THE YEAR BEFORE TAXATION (2,636,557) (186,558) Taxation - - ------------------ ------------------ NET LOSS AND TOTAL COMPREHENSIVE INCOME FOR THE YEAR (2,636,557) (186,558)
Attributable to: Owners of the parent company (2,584,414) - Non - controlling interest (52,143) - ------------------ ------------------ LOSS PER SHARE - basic and diluted from continuing operations (0.028)p (0.04)p ======== ========
Consolidated Statement of Financial Position
As at 31 December 2016
2016 2015 GBP GBP ASSETS NON-CURRENT ASSETS Property, plant and equipment 229,732 39,894 Intangible assets 603,476 2,150 ------------------ ------------------- TOTAL NON-CURRENT ASSETS 833,208 42,044 ------------------ ------------------- CURRENT ASSETS Trade and other receivables 112,602 17,510 Cash and cash equivalents 3,369,693 13,115 --------------------- --------------------- TOTAL CURRENT ASSETS 3,482,295 30,625 ------------------ --------------------- TOTAL ASSETS 4,315,503 72,669 ======== =========== CURRENT LIABILITIES Trade and other payables (232,283) (101,227) ------------------ --------------------- NET ASSETS/(LIABILITIES) 4,083,220 (28,558) ======== ========== EQUITY Share capital 10,067,861 9,500 Share premium reserve 5,903,289 148,500 Retained Earnings (2,770,972) (186,558) Share option reserve 444,977 - Merger relief reserve 486,611 - Non-controlling interests (46,003) - Reverse takeover reserve (10,002,543) - ------------------ --------------------- TOTAL EQUITY 4,083,220 (28,558) ========= ==========
Consolidated Statement of Changes in Equity
For the year ended 31 December 2016
Share Share Merger Share Retained Reverse Non-Controlling Total Capital Premium Relief Option Losses Takeover Interest Equity Reserve Reserve Reserve GBP GBP GBP GBP GBP GBP GBP GBP Balance at 1 January 2015 Issue of new shares 9,500 148,500 - - 158,000 Comprehensive loss for the year - - - - (186,558) - (186,558) ------------------ -------------------- ---------------- ------------------ --------------------- ----------------- ----------------- ----------------- Balance at 31 December 2015 9,500 148,500 - - (186,558) - - (28,558) Warrants and options issued - - - 444,977 - - - 444,977 Company's reserve/(deficit) prior to reverse acquisition 2,925,753 4,523,392 - - (5,679,926) - - 1,769,219 Shares issued by the Company on acquisition 4,866,118 486,611 - - - - 5,352,729 Reverse acquisition adjustment (9,597) (240,457) - - 5,679,926 (10,002,543) - (4,572,671) Share issue 2,276,087 1,471,854 - - - - - 3,747,941 Non-controlling interest - - - - - - 6,140 6,140 Loss for the year - - - - (2,584,414) - (52,143) (2,636,557) ------------------ -------------------- ---------------- ------------------ --------------------- -------------------- ------------------ ----------------- Balance 10,067,861 5,903,289 486,611 444,977 (2,770,972) (10,002,543) (46,003) 4,083,220 at 31 ======== ======== ======= ======== ======== ======== ======== ======== December 2016
Consolidated Statement of Cash Flows
For the year ended 31 December 2016
2016 2015 CASH FLOWS FROM OPERATING ACTIVITIES GBP GBP Loss from continuing operations (2,636,557) (186,558) Adjustments for: Depreciation of fixed assets 53,631 7,413 Share based payment expense 444,977 - Increase/(decrease) in trade and other receivables 112,575 (17,510) Increase in trade and other payables 475,576 23,949 _____ _____ NET CASH OUTFLOW FROM OPERATING ACTIVITIES (1,549,798) (172,706) _______ _____ Investing activities Purchase of property, plant and equipment (243,469) (47,307) Purchase of intangible assets - (2,150) Acquisition of subsidiary 1,401,905 - _____ ____ NET CASH INFLOW FROM INVESTING ACTIVITIES 1,158,436 (49,457) Financing activities Proceeds from issue of ordinary share capital 3,328,988 158,000 Proceeds from the exercise of 418,952 - warrants Loans from directors - 77,278 _____ _____ NET CASH GENERATED FROM FINANCING ACTIVITIES 3,747,940 235,278 _____ _____ Increase in cash and cash equivalents 3,356,578 13,115 Cash and cash equivalents brought 13,115 - forward _____ _____ CASH AND CASH EQUIVALENTS CARRIED FORWARD 3,369,693 13,115 _____ _____
ABRIDGED NOTES TO THE PRIMARY FINANCIAL STATEMENTS
For the 12 months ended 31 December 2016
The financial statements of the Group for the 12 months ended 31 December 2016 and 2015 have been prepared in accordance with International Financial Reporting Standards, International Accounting Standards and Interpretations (collectively IFRS) issued by the International Accounting Standards Board (IASB) as adopted by European Union.
The financial information set out above does not constitute the Company's statutory accounts for the years ended 31 December 2016 or 2015 as defined by section 435 of the Companies Act 2006 but is derived from those accounts. Statutory accounts for 2015 have been delivered to the Registrar of Companies, and those for 2016 will be delivered in due course. The auditors have reported on those accounts; their reports were (i) unqualified, and (ii) did not include a reference to any matters to which the auditors drew attention by way of emphasis without qualifying their report and (iii) did not contain a statement under section 498 (2) or (3) of the Companies Act 2006 in respect of the accounts.
Basis of Consolidation
Where the Group has the power, either directly or indirectly, to govern the financial and operating policies of another entity or business so as to obtain benefits from its activities, it is classified as a subsidiary. The consolidated financial statements present the results of the Company and its subsidiaries ("the Group") as if they formed a single entity. Intercompany transactions and balances between Group companies are therefore eliminated in full.
Business Combinations
The Consolidated Financial Statements comprise the period for the 12 months to 31 December 2016. During the year, the Company completed the acquisition of MelodyVR Ltd ("Melody"). The Directors determined that the transaction was akin to a reverse acquisition as per IFRS 3, Business Combinations. However, in order to fall under the category of a Business Combination under IFRS 3, the purchase needs to be of a business. The Directors have determined that the Company constitutes an investment business and therefore the transaction falls under the scope of IFRS 3.
Consequently, it is appropriate to apply the guidance in paragraphs B19-B27 of IFRS 3 for reverse acquisitions. Application of the reverse acquisitions guidance results in the non-listed operating entity being identified as the accounting acquirer, and the listed investment business being identified as the accounting acquiree. Therefore for accounting purposes Melody should account as if it purchased the Company. Any difference between the fair value of the assets acquired and the fair value of the shares issued should be recognised as goodwill, in accordance with IFRS 3.
Therefore the results contained herein treat Melody as the acquiring company and the historical comparatives are the comparatives of Melody, as opposed to the Company.
Going Concern
The Financial Statements have been prepared on the going concern basis. The Directors have prepared cash flow forecasts through to 30 June 2018. These forecasts take into account the intended launch timetable within the year ending December 2017, as well as projecting potential revenue profiles based on hardware adoption estimates. The Directors have performed sufficient sensitivity analysis including what the impact may be of significant delays to launching the MelodyVR app, not securing sufficient licencing or insufficient global hardware adoption. As significant progress has been made in securing the necessary exploitation rights and there being very positive initial indicators on hardware adoption to date, the intended launch timetable is considered achievable. As there are sufficient existing resources to operate for the foreseeable future irrespective of launch the Board has concluded that the going concern assumption is appropriate in preparing these financial statements.
1. LOSS FROM OPERATIONS
This has been arrived 2016 2015 at after charging: Group Company Group Company GBP GBP GBP GBP Depreciation of property, plant and equipment 53,631 - 7,413 - Auditors' remuneration: Audit fees 17,750 13,000 - - Audit of accounts of associates of the company pursuant to legislation 10,500 - 5,000 10,000 Non audit fees: 1,180 Taxation advisory services 4,000 4,000 - - Other advisory services 55,000 55,000 - - ======== ======== ======== ========
2. ACQUISITIONS DURING THE YEAR
On 15 May 2016, the Company acquired 100% of the ordinary shares in Melody and its 51% owned subsidiary Immersive Construction Ltd, by share for share exchange. This was determined to be a reverse takeover acquisition. The breakdown of assets and liabilities below are that of EVR Holdings plc.
A breakdown of assets and liabilities acquired is as follows:
Book Value Fair Value Fair Value Adjustment to Group GBP GBP GBP Debtors 676,379 - 676,379 Cash at bank 1,401,905 - 1,401,905 Creditors (132,507) - (132,507) _____ _____ _____ Net assets on acquisition 1,945,777 - 1,945,777 Goodwill on acquisition 603,476 _____ Consideration 2,549,253 _____ Discharged by: Share for share exchange 2,549,253 _____
The Goodwill calculation per the interim financial statements has been recalculated from GBP2,549,704 to GBP603,476 to coincide with the fair value of the consideration paid.
3. AUDITOR'S REMUNERATION 2016 2015 Group Company Group Company GBP GBP GBP GBP During the year the Company obtained the following services from the Company's auditors: Fees payable to the Company's auditors for the audit of the Company's annual accounts 17,750 13,000 5,000 10,000 Fees payable to the Company's auditors for other services: Tax services 4,000 4,000 - 1,180 Other services 55,000 55,000 - - ------------------- ------------------- ------------------- ------------------- 76,750 72,000 5,000 11,180 ========= ========= ========= ========= 4. DIRECTORS' AND EMPLOYEE REMUNERATION 2016 2015 Group Company Group Company The amount paid to GBP GBP GBP GBP directors and employees, is as follows: Short-term employee benefits 691,302 268,124 - 121,516 Share based payment costs 358,497 31,009 - 110,762 ------------------- ------------------- ------------------- ------------------- 1,049,799 299,133 - 232,278 ========= ========= ========= ========= 2016 2015 Group Company Group Company The average number No. No. No. No. of employees for the year was as follows: Directors 4 2 2 2 Senior Management 1 1 - - Staff 9 - - - ------------------- ------------------- ------------------- ------------------- 14 3 2 2 ========= ========= ========= ========= Details for directors' remuneration is as follows: Total Total Director Fees 2016 2015 GBP GBP GBP Sean Nicolson 25,000 25,000 11,458 Peter Read 25,000 25,000 11,458 Anthony Matchett 75,000 75,000 - Steven Hancock 75,000 75,000 - Simon Cole 15,624 15,624 - Haresh Kanabar - - 35,600 Manish Kotecha - - 29,000 Peter Redmond - - 34,000 ------------------- ------------------- -------------------
215,624 215,624 121,516
5. EARNINGS PER SHARE
The basic earnings per share is based on the loss for the year divided by the weighted average number of shares in issue during the year. The weighted average number of ordinary shares for the year ended 31 December 2016 assumes that all shares have been included in the computation based on the weighted average number of days since issue.
2016 2015 Group Group GBP GBP Loss attributable to equity holders of the Company: Continuing and total operations (2,584,414) (186,558) ------------------- ------------------ No. of No. of shares shares Weighted average number of ordinary shares in issue for basic and fully diluted earnings 9,113,642,478 486,611,833 ----------------------- --------------------------- Pence Pence per per Share share Loss per share Basic and diluted: Continuing and total operations (0.028)p (0.04)p ========== ==========
6. SHARE OPTIONS AND DIRECTOR WARRANTS
EQUITY-SETTLED SHARE OPTION SCHEME
The Group operates share-based payment arrangements to remunerate directors and key employees in the form of options and warrants. Equity-settled share-based payments are measured at fair value (excluding the effect of non-market based vesting conditions) at the date of grant. The fair value determined at the grant date of the equity-settled share-based payments is expensed on a straight-line basis over the vesting period, based on the Company's estimate of shares that will eventually vest and adjusted for the effect of non-market based vesting conditions.
The following table sets out the details of these options granted:
Warrants in parent at 31-Dec Warrants in parent converted Warrants issued in Warrants at 31-Dec Exercise Issue date Expiry 2015 1 for every 100 In year the year 2016 price date Option holder Simon Cole 4,615,090 4,615,090 1.1p 16.05.2016 17.05.2019 Anthony Matchett 11,537,725 11,537,725 1.1p 16.05.2016 17.05.2019 Steven Hancock 11,537,725 11,537,725 1.1p 16.05.2016 17.05.2019 Sean Nicolson 4,615,090 4,615,090 1.1p 16.05.2016 17.05.2019 Peter Read 4,615,090 4,615,090 1.1p 16.05.2016 17.05.2019 Sean Nicolson 461,509,020 (456,893,930) 4,615,090 1.2p 31.07.2015 31.07.2020 Peter Read 461,509,020 (456,893,930) 4,615,090 1.2p 31.07.2015 31.07.2020 ------------------------------ ----------------------------- --------------------- --------------------- 923,018,040 (913,787,860) 36,920,720 46,150,900 ================ ============== ========== ==========
No warrants have lapsed nor been exercised during the year. This calculation takes into account warrants and options awarded to directors in the performance of their duties
The Group operates an approved enterprise management incentive scheme under which employees have been granted options to purchase shares in EVR Holdings plc. The unexercised options at 31 December 2016 expire on the tenth anniversary from the grant date and are subject to vesting criteria.
Equity-settled share-based payments are measured at fair value (excluding the effect of non-market based vesting conditions) at the date of grant. The fair value determined at the grant date of the equity-settled share-based payments is expensed on a straight-line basis over the vesting period, based on the Group's estimate of shares that will eventually vest and adjusted for the effect of non-market based vesting conditions
On 31 July 2015 the Group issued 461,509,020 warrants for 0.01p ordinary shares to both Sean Nicolson and Peter Read as part of their remuneration terms. These warrants have an expiry date of 31 July 2020 and following the consolidation of the Group's ordinary shares on 13 May 2016 the warrants were consolidated into a total of 9,230,180 warrants each exercisable at 1.2p. (0.012p prior to the 1 for 100 shares consolidation).
On 16 May 2016 the Group issued 11,537,725 warrants to both Anthony Matchett and Steven Hancock, with a further 4,615,090 issued to each of Simon Cole, Sean Nicolson and Peter Read. These warrants have an expiry date of 16 May 2019 and are exercisable at 1.1p. The fair value of these warrants was determined using the Black-Scholes option pricing model and was 0.4p per warrant.
The significant inputs to the model in respect of the options and warrants granted were as follows
2016 2015 Grant date share price 1.1p 0.012p Exercise share price 1.1p 0.012p No. of share options 59,777,856 923,018,040 Risk free rate 0.5% 0.5% Expected volatility 50% 50% Expected option life 3 years 5 years Calculated fair value per share 0.4p 0.012p
The total share-based payment expense recognised in the income statement for the year ended 31 December 2016 in respect of warrants granted was GBP239,111.
The fair value of the options is based on the market value at the date of grant of the number of shares for which the performance criteria have been met for the year less the exercise price of 1.1p per share. The market value per share at the date of grant was 3.3p.
On 13 October 2016 the Company issued 13,828,472 options to the employees of the Group under the approved enterprise management incentive share option scheme and subject to vesting criteria.
The significant inputs to the model in respect of the options granted were as follows:
2016 Grant date share price 3.3p Exercise share price 1.1p No. of share options 13,828,472 Risk free rate 0.5% Expected volatility 50% Expected option life 10 years Calculated fair value per share 2.59p
The total share-based payment expense recognised in the income statement for the year ended 31 December 2016 in respect of share options granted was GBP119,386.
On 22 December 2016 the Group issued 43,239,926 options to Warner Music Inc. These warrants may be exercised at any time on or before 21 December 2021 and entitle the warrant holder to subscribe 4.25p for one ordinary share for each warrant held. The fair value of these warrants was determined using the Black-Scholes option pricing model and was 0.002p per option. The inputs to the model were as follows:
2016 Grant date share price 3.3p Exercise share price 4.25p No. of share options 43,239,926 Risk free rate 0.4% Expected volatility 40% Expected option life 1 year Calculated fair value per share 0.002p
The total share-based payment expense recognised in the income statement in relation to these warrants was GBP86,479.
7. RELATED PARTY TRANSACTIONS
There were no related party transactions during the year
8. POST BALANCE SHEET EVENTS
During the period 1 January 2017 to 28 February 2017 12,453,574 warrants were exercised for a total of 12,453,574 ordinary shares for a cash consideration in aggregate of GBP201,891.
Other than the above, the Directors were not aware of any other material events since the reporting date.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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March 14, 2017 03:00 ET (07:00 GMT)
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